Bylaws and Constitution of NSS
(Membership Corporation)
BYLAWS AND CONSTITUTION OF
NEPAL SEATTLE SOCIETY
___________________________
The purpose of the Nepal Seattle Society (“NSS”) is to: unite all people of Nepali origin
in the state of Washington; preserve Nepali culture; foster relations with friends of Nepal;
disseminate information regarding Nepal and her culture and traditions; promote educational and
social activities to benefit the Nepali community; establish a network among Nepali
organizations in different states; and assist people in Nepal during national emergencies and
natural disasters.
ARTICLE 1. OFFICES
The principal office of NSS shall be located at its principal place of business or such
other place as the Board of Directors (“Board”) may designate within the State of Washington.
NSS may have such other offices, within the State of Washington, as the Board may designate or
as the business of NSS may require from time to time.
ARTICLE 2. MEMBERSHIP
2.1 Classes of Members
NSS shall initially have one class of members. Additional classes of members, the
manner of election or appointment of each class of members, and the qualifications and rights of
each class of members may be established by amendment to these Bylaws.
2.2 Qualifications for Membership
In order to qualify for membership, a member shall be eighteen (18) years or older, a
current resident of Washington, and have no criminal conviction(s). Members may have such
qualifications as the Board may prescribe by amendment to these Bylaws.
2.2.1 The categories of membership shall be: Student, Individual, Immediate
Family (includes spouse and children under 18 years of age), Life Long Member, and Family
Life Long Member (includes spouse and children under 18 years of age).
2.2.2 Individuals under 18 years of age will participate in NSS as youth
representatives, without the rights of membership.
2.2.3 Membership fees associated with each category of member shall be
determined in such manner as the Board shall determine.
2.2.4 General memberships other than life long expire every year and need to be
renewed.
2.3 Voting Rights
2.3.1 Each member entitled to vote with respect to the subject matter of an issue
submitted to the members shall be entitled to one vote upon each such issue.
2.3.2 Each member entitled to vote at an election of Directors may cast one vote
for as many persons as there are Directors to be elected and for whose election such member has
a right to vote.
2.3.3 Each member entitled to vote at an election of Directors may cast one vote
for the President of NSS every three (3) years in accordance with the same terms proscribed for
the election of Directors in Section 3.4.
2.4 General Assembly Meeting
The annual meeting of the members (the “General Assembly Meeting”) shall be held
during the third calendar quarter of every year, or shall be held within 365 days from the date of
the last General Assembly Meeting for transacting business as may properly come before the
meeting. If the day fixed for the General Assembly Meeting is a legal holiday at the place of the
meeting, the meeting shall be held on the next succeeding business day. If the General Assembly
Meeting is not held on the date designated therefore, the Board shall cause the meeting to be held
as soon thereafter as may be convenient. The General Secretary shall coordinate, conduct, and
convene the General Assembly Meeting, in consultation with the President and the Vice
President.
2.5 Special Meetings
A majority of the Board or not less than twenty-five (25) of the members entitled to vote
at such meeting may call special meetings of the members for any purpose.
2.6 Place of Meetings
All meetings of members shall be held at the principal office of NSS or at such other
place within the State of Washington designated by the President, General Secretary, the Board,
by the members entitled to call a meeting of members, or by a waiver of notice signed by all
members entitled to vote at the meeting.
2.7 Notice of Meetings
The President, the General Secretary or the Board shall cause to be delivered to each
member entitled to notice of or to vote at the meeting, either personally, by mail, by facsimile
transmission or by electronic transmission, not less than thirty (30) nor more than fifty (50) days
before the meeting, written notice stating the place, date and time of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon
the written request of not less than twenty-five (25) of the members entitled to vote at the
meeting, it shall be the duty of the General Secretary to give notice of a special meeting of
members to be held at such date, time and place as the General Secretary may fix, not less than
ten (10) nor more than fifty (50) days after receipt of such written request, and if the General
Secretary shall neglect or refuse to issue such notice, the person or persons making the request
may do so and may fix the date, time and place for such meeting. If such notice is mailed, it
shall be deemed delivered when deposited in the official government mail properly addressed to
the member at his or her address as it appears on the records of the corporation with postage
thereon prepaid. Notices by electronic transmission must be delivered in accordance with
Section 2.14 of these Bylaws.
2.8 Waiver of Notice
Whenever any notice is required to be given to any member under the provisions of these
Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
2.9 Quorum
Ten (10) % of the members of NSS entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the members. If less than a quorum of the members
entitled to vote is represented at a meeting, a majority of the members so represented may
adjourn the meeting from time to time without further notice.
2.10 Manner of Acting
The vote of a majority (51%) of the votes entitled to be cast by the members represented
in person or by proxy at a meeting at which a quorum is present shall be necessary for the
adoption of any matter voted upon by the members except for important business like bylaws
amendment or election of Directors. For bylaws amendment and election of Directors, they will
be done only via majority of secure electronic or paper voting by all NSS members.
2.11 Proxies
A member may vote by proxy executed in writing by the member or by his or her
attorney-in-fact. Such proxy shall be filed with the General Secretary of NSS before or at the
time of the meeting. A proxy shall become invalid eleven (11) months after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a specific meeting
shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such
meeting but shall not be valid after the final adjournment thereof.
2.12 Action by Members Without a Meeting
Any action which could be taken at a meeting of the members may be taken without a
meeting if a written consent setting forth the action so taken is signed by a majority members
entitled to vote with respect to the subject matter thereof. Such written consents may be signed
in two or more counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same document. Any such written consent shall be inserted
in the minute book as if it were the minutes of a meeting of the members.
2.13 Meetings by Telephone
Members of NSS may participate in a meeting of members by means of a conference
telephone or similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting. Voting will not be held for very important business such as
Amendment of Constitution and Election of Directors on meetings by telephone
2.14 Electronic Transmission
NSS may deliver to a member notices, demands, consents or waivers by electronic
transmission, if such member has consented to receive such electronically transmitted
communications. The consent must designate the message format accessible to the member and
the address, location or system to which the notices or other document may be electronically
transmitted. Notice provided in an electronic transmission is effective when it: (a) is
electronically transmitted to an address, location, or system designated by the recipient for that
purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on
an electronic network and a separate record of the posting has been delivered to the recipient
together with comprehensible instructions regarding how to obtain access to the posting on the
electronic network.
2.15 Removal
At a meeting of members called expressly for that purpose, one or more members may be
removed from NSS, for acting against the interest of NSS or being involved in any illegal
activity, by two-thirds of the votes cast by members then entitled to vote represented in person or
by proxy at a meeting of members at which a quorum is present.
2.16 Member Programs and Activities
The following programs and activities may be implemented with the active participation
of all members:
Nepali New Year (Bikram Sambat) celebration in April;
Any other festivals decided by the NSS Board of Directors;
Publication of an annual newsletter;
Foster cordial relations with other Nepali associations in different states to exchange
ideas on issues of common interest to Nepali living in the U.S.;
Establish a physical infrastructure for running the activities of NSS;
Administration of a Seattle Nepali School;
Help people in Nepal during natural calamities; and
Creation, maintenance and promotion of the society’s website for communication and
information:
o NSS website URL address: http://www.nepalseattle.org
o NSS E-mail address: [email protected]
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The affairs of NSS shall be managed by a Board of Directors.
3.2 Number
The Board shall consist of not less than nine (9) nor more than fifteen (15) Directors, the
specific number to be set by resolution of the Board. The number of Directors may be changed
from time to time by amendment to these Bylaws, provided that no decrease in the number shall
have the effect of shortening the term of any incumbent Director. If at any time the Board
consists of less than nine (9) Directors, the Board shall identify and nominate Directors among
the members to serve on the Board.
3.3 Qualifications
All Directors of NSS shall be 21 years old or older. Up to thirteen (13) of the Directors
shall be elected from the general members of NSS, up to one (1) Director is reserved from past
presidents of NSS, and up to one (1) Director is reserved from persons who were founding
members (part of Adhoc committees, Executive Committee and Board of Directors)
of NSS till October 6, 2000. Directors may have such other qualifications as the Board may
prescribe by amendment to these Bylaws.
3.4 Election of Directors
Directors shall be elected every three (3) years by the members of NSS. Three (3)
months prior to the election the Board shall appoint a temporary election committee to facilitate
the election process and solicit potential nominees from the members. Successor Directors shall
be elected by secure electronic voting or postal mail in such manner as the Board of Directors
shall determine. If less than nine (9) directors are elected by members through secure electronic
mail or postal mail, the Election Committee, Directors of the existing Board and Elected
Successor Directors together will identify and nominate rest of Directors among members. The
Election Committee shall send electronic mail to all members with a list of nominated Directors
to all members with a specific date to respond whether they oppose some or all of those
nominated Directors. Election of Directors will not be held at the General Assembly Meeting of
members.
3.5 Term of Office
Unless a Director dies, resigns or is removed, he or she shall hold office for three (3) or
until his or her successor is elected, whichever is later.
3.6 Annual Meeting
The annual meeting of the Board shall be held with notice for the purposes of transacting
such business as may properly come before the meeting.
3.7 Regular Meetings
The Board shall hold at least six (6) regular meetings annually. The General Secretary
must send email to all Directors specifying the date, time and place for the holding of regular
meetings.
3.8 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board
may be called by or at the written request of the President or any two Directors, or, in the case of
a committee meeting, by the chairman of the committee. The person or persons authorized to
call special meetings may fix any place within the State of Washington as the place for holding
any special Board or committee meeting called by them.
3.9 Meetings by Telephone
Members of the Board or any committee designated by the Board may participate in a
meeting of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute presence in person at a
meeting. Voting will not be held for very important business such as amendment of bylaws,
election of Directors or removal of Directors on meetings by telephone.
3.10 Place of Meetings
All meetings shall be held at the principal office of the corporation or at such other place
within the State of Washington designated by the Board, by any persons entitled to call a
meeting or by a waiver of notice signed by all Directors. All meetings of the Directors shall be
open to the members’ attendance.
3.11 Notice of Special Meetings
Notice of special Board or committee meetings shall be given to a Director in writing,
electronic communication, or by personal communication with the Director not less than 10 (ten)
days before the meeting. Notices in writing may be delivered or mailed to the Director at his or
her address shown on the records of the corporation or given by facsimile or electronic
transmission. The business to be transacted at, and the purpose of, any special meeting must be
specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed
effective when deposited in the official government mail properly addressed with postage
thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 3.22 of these Bylaws.
3.12 Waiver of Notice
3.12.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these
Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in
the waiver of notice of such meeting.
3.12.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
3.13 Quorum
Two-thirds of the number of Directors in office shall constitute a quorum for the
transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without further notice.
3.14 Manner of Acting
The act of the majority (51%) of the Directors present at a meeting at which there is a
quorum shall be the act of the Board, unless the vote of a greater number is required by these
Bylaws, the Articles of Incorporation or applicable Washington law.
3.15 Presumption of Assent
A Director of the corporation present at a Board meeting at which action on any
corporate matter is taken shall be presumed to have assented to the action taken unless his or her
dissent or abstention is entered in the minutes of the meeting, or unless such Director files a
written dissent or abstention to such action with the person acting as General Secretary of the
meeting before the adjournment thereof, or forwards such dissent or abstention by registered
mail to the General Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such
action.
3.16 Action by Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a
meeting if a written consent setting forth the action so taken is signed by each of the Directors.
Such written consents may be signed in two or more counterparts, each of which shall be deemed
an original and all of which, taken together, shall constitute one and the same document. Any
such written consent shall be inserted in the minute book as if it were the minutes of a Board
meeting.
This does not apply to very important business such as amendment of bylaws, election of
Directors or removal of Directors and should be done via secure electronic or postal voting
3.17 Notice of Leave of Absence
If any Director intends to take a leave of absence in excess of three (3) months, the
Director shall give the Board written notice of such leave of absence.
3.18 Resignation
Any Director may resign at any time, but should make every effort to give at least one (1)
month’s advanced notice, by delivering written notice to the President or the General Secretary
at the registered office of the corporation, or by written notice at any meeting of the Directors.
Any such resignation shall take effect at the time specified therein, or if the time is not specified,
upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
3.19 Removal
At a meeting of members, or a meeting of the Board, called expressly for that purpose,
one or more Directors may be removed from office, for acting against the interest of NSS or
being involved in any illegal activity, by two-thirds (2/3) of the votes cast by members then
entitled to vote on the election of Directors represented in person or by proxy at a meeting of
members at which a quorum is present. If a Director is removed from office, then the Board
shall inform members of the removal and the grounds for removal with fifteen (15) days of the
final decision.
Member(s) should not be removed in telephone meetings, electronic meetings or other forms of
meetings such as meeting without a place.
3.20 Vacancies
A vacancy in the position of Director may be filled by the affirmative vote of two-thirds
of the remaining Directors though less than a quorum of the Board. A Director who fills a
vacancy shall serve for the unexpired term of his or her predecessor in office.
3.21 Committees Formed by Board
3.20.1 Committee Participation
Each Director shall commit to participate in at least one (1) committee created by the
Board.
3.20.2 Standing or Temporary Committees
The Board, by resolution adopted by a majority of the Directors in office, may designate
and appoint one or more standing or temporary committees (e.g., Nepali community center
building, Seattle Nepali School, etc.), each of which shall consist of at least one (1) Director and
any number of additional members or youth representatives as appointed by the Board. Such
committees shall have and exercise the authority of the Directors in the management of the
corporation, subject to such limitations as may be prescribed by the Board; except that no
committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint
or remove any member of any other committee or any Director or officer of the corporation;
(c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another
corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and
assets of the corporation not in the ordinary course of business; (f) authorize the voluntary
dissolution of the corporation or revoke proceedings therefor; (g) adopt a plan for the distribution
of the assets of the corporation; or (h) amend, alter or repeal any resolution of the Board which
by its terms provides that it shall not be amended, altered or repealed by a committee. The
designation and appointment of any such committee and the delegation thereto of authority shall
not operate to relieve the Board or any individual Director of any responsibility imposed upon it,
him or her by law.
3.20.4 Quorum; Manner of Acting
A majority of the number of committee members composing any committee shall
constitute a quorum, and the act of a majority of the committee members present at a meeting at
which a quorum is present shall be the act of the committee. The committee members may
select a committee chair to direct the meetings of the committee and keep the minutes of the
committee. Each committee shall periodically deliver minutes of the committee to the Board.
3.20.5 Resignation
Any member of any committee may resign at any time by delivering written notice
thereof to the President, the General Secretary or the chairperson of such committee, or by giving
written notice at any meeting of such committee. Any such resignation shall take effect at the
time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.20.6 Removal of Committee Member
The Board or the members of the relevant committee, by resolution adopted by a majority
of the Directors in office or a majority of the committee members then appointed to the relevant
committee, may remove from office any member of any committee elected or appointed by it.
3.20.7 Working Groups
The Board may designate and appoint one or more working groups (e.g., NW picnic
organizing group, Dashain party organizing group, etc.), which shall not require the participation
of a Director. Such working groups shall not have nor exercise the authority of the Directors in
the management of the corporation and will report to the Board of Directors regarding all
program and budgetary matters. Each working shall be organized and administered in
accordance with the same terms proscribed for standing or temporary committees under Sections
3.20.4-3.20.6.
3.20.8 Advisory Committee
The Board may also designate an advisory committee that may consult with the Board
that shall operate in such manner as the Board shall determine. Such advisory committee shall
not have nor exercise the authority of the Directors in the management of the corporation.
3.22 Compensation
The Directors shall receive no compensation for their service as Directors but may
receive reimbursement for expenditures incurred on behalf of the corporation.
3.22 Electronic Transmission
The corporation may deliver to a Director notices, demands, consents or waivers by
electronic transmission, if such Director has consented to receive such electronically transmitted
communications. The consent must designate the message format accessible to the Director and
the address, location or system to which the notices or other document may be electronically
transmitted. Notice provided in an electronic transmission is effective when it: (a) is
electronically transmitted to an address, location, or system designated by the recipient for that
purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on
an electronic network and a separate record of the posting has been delivered to the recipient
together with comprehensible instructions regarding how to obtain access to the posting on the
electronic network.
ARTICLE 4. OFFICERS
4.1 Number and Qualifications
The officers of the corporation shall be a President, Vice President, General Secretary,
and Treasurer, each of whom shall be elected by the Board, except for the office of President
who shall be elected directly by the members in accordance with Section 2.3.3. Other officers
and assistant officers may be elected or appointed by the Board, such officers and assistant
officers to hold office for such period, have such authority and perform such duties as are
provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be
assigned by the Board any additional title that the Board deems appropriate. Any two or more
offices may not be held by the same person.
4.2 Election and Term of Office
4.3.1 Election and Term of President
The President shall be elected every three (3) years by the members of NSS in
accordance with the same terms proscribed for the election of Directors in Section 3.4. The
president must be among the top thirteen (13) members of BODs elected by the members of
NSS. One cannot be elected as President if he/she is not elected among the top thirteen (13)
members of BODs
The president cannot hold office for more than 2 consecutive terms.
4.4.2 Election and Term of Other Officers
The officers of the corporation shall be elected every three (3) years by the Board at the
first meeting of the Board after the election of Directors. Unless an officer dies, resigns, or is
removed from office, he or she shall hold office until the next annual meeting of the Board or
until his or her successor is elected.
4.5 Resignation
Any officer may resign at any time by delivering written notice to the President, a Vice
President, the General Secretary or the Board, or by giving written notice at any meeting of the
Board. Any such resignation shall take effect at the time specified therein, or if the time is not
specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
4.6 Removal
Any officer elected or appointed by the Board may be removed from office by the Board
whenever in its judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person so removed.
4.7 Vacancies
A vacancy in any office created by the death, resignation, removal, disqualification,
creation of a new office or any other cause may be filled by the Board for the unexpired portion
of the term or for a new term established by the Board.
4.8 President
The President shall be the chief executive officer of the corporation, and, subject to the
Board’s control, shall supervise and control all of the assets, business and affairs of the
corporation. The President shall preside over meetings of the members and the Board. The
President shall be the principal spokesperson for NSS and shall generally supervise the activities
of NSS. If a vote of the Board results in a tie, the President’s vote shall act as the tie breaker.
The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when
the signing and execution thereof have been expressly delegated by the Board or by these
Bylaws to some other officer of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the President shall perform
all duties incident to the office of President and such other duties as are assigned to him or her by
the Board from time to time.
4.9 Vice Presidents
In the event of the death of the President or his or her inability to act, the Vice President
(or if there is more than one Vice President, the Vice President who was designated by the Board
as the successor to the President, or if no Vice President is so designated, the Vice President
whose name first appears in the Board resolution electing officers) shall perform the duties of the
President, except as may be limited by resolution of the Board, with all the powers of and subject
to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by
the President or the Board, the same powers as the President to sign deeds, mortgages, bonds,
contracts or other instruments. Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the President or the Board.
4.10 General Secretary
The General Secretary shall: (a) convene the meetings of the General Assembly and the
Board of Directors; (b) keep the minutes of meetings of the members and the Board, and minutes
which may be maintained by committees of the Board; (c) present the annual report; (d) see that
all notices are duly given in accordance with the provisions of these Bylaws or as required by
law; (e) be custodian of the corporate records of the corporation; (f) keep records of the post
office address and class, if applicable, of each member and Director and of the name and post
office address of each officer; (g) sign with the President, or other officer authorized by the
President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (h) in
general perform all duties incident to the office of General Secretary and such other duties as
from time to time may be assigned to him or her by the President or the Board.
4.11 Treasurer
If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his
or her duties in such amount and with such surety or sureties as the Board may determine. The
Treasurer shall have charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust
companies or other depositories selected in accordance with the provisions of these Bylaws;
prepare a budget and present it to the Board and General Assembly; and in general perform all of
the duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or the Board.
ARTICLE 5. ADMINISTRATIVE PROVISIONS
5.1 Books and Records
The corporation shall keep at its principal or registered office copies of its current
Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances;
minutes of the proceedings of its members and Board, and any minutes which may be maintained
by committees of the Board; records of the name and address and class, if applicable of each
member and Director, and of the name and post office address of each officer; and such other
records as may be necessary or advisable. All books and records of the corporation shall be open
at any reasonable time to inspection by any member of three months standing or to a
representative of more than five (5) percent of the membership.
5.2 Accounting Year
The accounting year of the corporation shall be the twelve (12) months ending December
31st.
5.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be
rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as
applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any
resolution of the Board.
ARTICLE 6. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by
the vote of a majority (51%) of the votes entitled to be cast by the members through secure
electronic mail and/or postal mail.